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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event reported):

February 4, 2021

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National Vision Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Commission file number 001-38257

Delaware

46-4841717

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2435 Commerce Ave.

Building 2200

30096

Duluth,

Georgia

(Zip Code)

(Address of principal executive offices)

(770) 822‑3600

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.42

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

EYE

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.              ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Jose Armario to Board of Directors

Effective February 4, 2021, the Board of Directors (the “Board”) of National Vision Holdings, Inc. (“National Vision” or the “Company”) increased the size of the Board by one director (to a total size of nine directors) and filled the vacancy created by such increase by appointing Jose Armario, age 61, as a Class II director, effective February 4, 2021. Mr. Armario will hold office until the date of the Company’s 2022 Annual Meeting of Stockholders and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal. Mr. Armario will serve on the corporate governance and nominating committee.

Mr. Armario serves as the Chief Executive Officer and President of Bojangles’, Inc. since January 2019. Mr. Armario previously served as the Executive Vice President of Worldwide Supply Chain, Sustainability, Development and Franchising at McDonald’s Corporation from August 2011 to October 2015. After retiring from McDonald’s, Mr. Armario served as the chief executive officer and founder of Armario Enterprises, LLC and PowerC, LLC from January 2016 until January 2019. Prior to that, Mr. Armario served in several prominent leadership positions during his time at McDonald’s from 1996 to 2015, including president of McDonald’s Chile, and president of McDonald’s Canada and Latin America. Mr. Armario has over 30 years of senior leadership experience, including with brands such as Burger King and LensCrafters. Mr. Armario was selected to our Board because of his executive leadership experience in operations and supply chain, along with his prior experience in optical retail.

The Board has determined that Mr. Armario qualifies as an independent director under the corporate governance standards of NASDAQ and the independence requirements of Rule 10A-3 of the Exchange Act. Mr. Armario was not appointed to the Board pursuant to any arrangement or understanding with any other person. Mr. Armario has no family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Armario has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Armario will be entitled to the annual compensation paid to independent non-employee directors, consisting of a cash retainer of $75,000 (prorated for 2021), payable quarterly in arrears, and $100,000 paid in restricted stock pursuant to the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). In connection with his appointment to the Board on February 4, 2021, Mr. Armario was granted a $100,000 restricted stock award of the Company’s common stock pursuant to the Omnibus Incentive Plan, which will vest in three equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service through the applicable vesting date.

The Company and Mr. Armario will enter into the Company’s standard form of indemnification agreement for directors, a copy of which was previously filed as Exhibit 10.36 to Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-220719) and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company announcing the appointment of Mr. Armario described in Item 5.02 is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information included in this Current Report on Form 8-K is being furnished under Item 7.01, “Regulation FD Disclosure” of Form 8-K. As such, the information herein shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

See the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.			Description
99.1			National Vision Holdings, Inc. Press Release dated February 4, 2021
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

National Vision Holdings, Inc.

Date: February 4, 2021

By:

/s/ Jared Brandman

Name:

Jared Brandman

Title:

Senior Vice President, General Counsel and Secretary

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